exv10w32









    EXHIBIT 10.32



 




    INDEMNIFICATION
    AGREEMENT



 



    THIS INDEMNIFICATION AGREEMENT
    (“Agreement”) is made and entered into as
    of
    this          
    day of December, 2009 by ASTA FUNDING, INC., a Delaware
    corporation (“Asta”) in favor of GMS FAMILY
    INVESTORS LLC, a Delaware limited liability company
    (“GMS”) and JUDITH R. FEDER
    (“Feder”).



 



    WHEREAS, pursuant to a certain Revolving Promissory Note
    of even date herewith Bank Leumi USA (“Lender”)
    has made a loan to Asta in the original principal amount of Six
    Million and 00/100 ($6,000,000) Dollars (the
    “Loan”); and



 



    WHEREAS, as an inducement to Lender to make the Loan to
    Asta, Lender requested that GMS enter into (i) that certain
    Guaranty of even date herewith with Lender (the
    ”Guaranty”), (ii) that certain Account
    Control Agreement with the Lender and UBS Financial Services
    Inc. (the “Account Control Agreement”), and
    (iii) that certain Pledge Agreement (the “Pledge
    Agreement”) in favor of the Lender pursuant to which
    GMS granted Lender a security interest in all of its rights,
    title and interest in and to the Pledged Collateral (as defined
    in the Pledge Agreement); and



 



    WHEREAS, to induce GMS to enter into the Guaranty, the
    Account Control Agreement and the Pledge Agreement, and to be
    bound by the terms thereof, Asta has agreed to enter into this
    Agreement.



 



    NOW, THEREFORE, in consideration of the foregoing
    premises, and for other good and valuable consideration, the
    receipt and sufficiency of which is hereby acknowledged, Asta
    hereby agrees as follows:



 



    1. Indemnification.  Asta hereby
    agrees to indemnify, defend, and hold harmless GMS and Feder and
    their respective members, managers, officers, directors,
    employees, agents, heirs, executors, successor
    and/or
    assigns (each an “Indemnified Party”) from all costs,
    demands, claims, liabilities, actions or causes of action,
    interests, penalties, damages, expenses, judgments or losses
    (including reasonable attorneys’ fees and expenses)
    (collectively, “Losses”) arising out of, in connection
    with, or in any way related to the Loan, the Guaranty, the
    Account Control Agreement and the Pledge Agreement, including
    without limitation, any Losses incurred by an Indemnified Party
    as a result of the foreclosure of Lender’s security
    interest on the Pledged Collateral (with the value of the
    securities held by the Pledged Account (as defined in the Pledge
    Agreement) determined as of the date hereof).



 



    2. Payment of Expenses.  Asta
    agrees that it shall pay, within five (5) days after
    written demand, all
    out-of-pocket
    fees, costs and expenses incurred by GMS or Feder in connection
    with the Guaranty, the Account Control Agreement, the Pledge
    Agreement, this Agreement or any other documents executed or
    delivered in connection therewith or herewith, including,
    without limitation, all recording fees, filing fees and
    reasonable attorneys’ fees, costs and expenses.



 



    3. Fee.  Simultaneously with the
    execution of this Agreement, Asta shall pay GMS the sum of one
    hundred sixty thousand and 00/100 Dollars ($160,000) as a fully
    earned, non-refundable fee in consideration of GMS’ entry
    into the Guaranty, the Account Control Agreement and the Pledge
    Agreement.



 



    4. Miscellaneous.



 



    (a) Binding Effect.  This Agreement
    shall be binding upon Asta and its successors and assigns
    (including any transferee of all or substantially all of its
    assets and any successor by merger or otherwise by operation of
    law), and shall inure to the benefit of GMS and Feder and their
    respective heirs, successors and assigns.



 



    (b) Modification and Waiver.  No
    alterations or variations of the terms and provisions of this
    Agreement shall be valid unless made in writing and signed by
    Asta, GMS and Feder or their successors or permitted assigns.



 



    (c) Governing Law and
    Jurisdiction.  This Agreement shall be
    governed and controlled as to validity, enforcement,
    interpretation, construction, effect and in all other respects
    by the internal laws of the State of New York applicable to
    contracts made therein, without regard to rules of conflicts of
    law.



 



    [Remainder of Page Intentionally Left Blank]





    

    47








 







    IN WITNESS WHEREOF, this Indemnification Agreement is
    executed and delivered as of the day and year first above
    written.



 



    ASTA FUNDING, INC.



 


			
	 	    By: 
	
    /s/  Gary
    Stern









    Name:     Gary Stern



			
	 	    Title: 
	
    President






    

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